Consolidated Statement of Cash Flows

For the year ended 31 December 2024

(Expressed in thousands of US Dollars)

	Note	2024	2023
OPERATING ACTIVITIES
Continuing operations
Profit for the year		11,182	21,690
Adjustment for:
Returns on investment portfolio	6	(20,463)	(29,120)
Finance income		(665)	(205)
Foreign exchange losses on monetary items		634	80
Changes in:
Other current and non-current assets		4	1,827
Trade and other payables	18	(442)	253
Net cash outflow from operating activities - continuing operations		(9,750)	(5,475)
Net cash inflow from operating activities - discontinued operations	5	195,096	134,210
Net cash inflow from operating activities		185,346	128,735
INVESTING ACTIVITIES
Continuing operations
Interest income		665	205
Income from financial assets	6	13,406	2,022
Purchase of investment portfolio assets	6	(60,541)	(42,674)
Proceeds on disposal of investment portfolio assets	6	54,120	33,545
Net cash inflow/(outflow) from investing activities - continuing operations		7,650	(6,902)
Net cash outflow from investing activities - discontinued operations	5	(36,573)	(64,237)
Net cash outflow from investing activities		(28,923)	(71,139)
FINANCING ACTIVITIES
Continuing operations
Dividends paid to equity holders of the Company	26	(30,059)	(24,754)
Net cash outflow from financing activities - continuing operations		(30,059)	(24,754)
Net cash outflow from financing activities - discontinued operations	5	(78,212)	(43,775)
Net cash outflow from financing activities		(108,271)	(68,529)
Cash and cash equivalents at beginning of year		69,367	77,873
Cash and cash equivalents at beginning of year - continuing operations		21,167	77,873
Cash and cash equivalents at beginning of year - discontinued operations		48,200	-
Total net cash outflow - continuing operations		(32,159)	(37,131)
Total net cash inflow - discontinued operations		80,311	26,198
Total net decrease in cash and cash equivalents		48,152	(10,933)
Dividends received from subsidiary - continuing operations		50,473	30,602
Dividends paid to parent company - discontinued operations		(50,473)	(30,602)
Net dividend received and paid within the Group		-	-
Effect of foreign exchange rate changes - continuing operations		(634)	(79)
Effect of foreign exchange rate changes - discontinued operations		1,478	2,506
Total effect of foreign exchange rate changes		844	2,427
Total cash and cash equivalents at end of year		118,363	69,367
Cash and cash equivalents at end of year - discontinued operations		79,516	-
Cash and cash equivalents at end of year - continuing operations		38,847	69,367

The accompanying notes are an integral part of these consolidated financial statements.

 

Notes to the Consolidated Financial Statements

For the year ended 31 December 2024

(Expressed in thousands of US Dollars)

 

1          General Information

 

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company is incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991. The Company's registered office is Clarendon House, 2 Church Street, Hamilton, Bermuda. These consolidated financial statements comprise the Company and its subsidiaries (the "Group").

These consolidated financial statements were approved by the Board on 19 March 2025.

2          Material accounting policies and critical accounting judgements

 

Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") and are presented in US Dollars, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

These consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments and defined health benefit plan liabilities that are measured at fair value.

Basis of consolidation

These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. The financial statements of subsidiaries are prepared in accordance with the accounting policies set out in note 2. All intra-group transactions and balances are eliminated on consolidation.

Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests' share of changes in equity since the date of the combination. Where a change in percentage of interests in a controlled entity does not result in a change of control, the difference between the consideration paid for the additional interest and the book value of the net assets in the subsidiary at the time of the transaction is taken directly to equity. When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Foreign currency

The functional currency of each entity of the Group is established as the currency of the primary economic environment in which it operates. Transactions other than those in the functional currency of the entity are translated at the exchange rate prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on the settlement and on the translation of monetary items are included in profit or loss for the period.

On consolidation, the statement of profit or loss and comprehensive income of entities with a functional currency other than US Dollars are translated into US Dollars, at the average exchange rates for the period. Statement of financial position items are translated into US Dollars at the exchange rate at the reporting date. Exchange differences arising on consolidation of entities with functional currencies other than US Dollars are recognised in other comprehensive income and accumulated in the translation reserve, less the translation difference allocated to non-controlling interest.

Discontinued operations

A discontinued operation is a component of the Group that has either been disposed of or been classified as held for sale and that represents a separate major line of business of which the operations and cash flows can be clearly distinguished from the rest of the Group.

When a component of the Group is classified as discontinued operations, the comparative consolidated statement of profit or loss and other comprehensive income, the comparative consolidated statement of changes in equity and the comparative consolidated statement of cash flows are re-presented as if the operation had been discontinued from the start of the comparative period.

Disposal group, assets and liabilities held for sale

A disposal group is a group composed of assets to be disposed of together in a single transaction and of liabilities directly associated with those assets that will be transferred in the transaction. Assets and liabilities of a disposal group are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. When a disposal group is classified as held for sale, the comparative consolidated statement of financial position is not re-presented.

A disposal group is measured at the lower of its carrying amount and fair value less costs to sell. An impairment loss for any write‑down of the disposal group to fair value less costs to sell is recognised in profit and loss. Any subsequent increase in fair value less costs to sell of the disposal group is recognised as a gain in profit and loss, but not in excess of the cumulative impairment loss that has been previously recognised.

Non-current assets part of a disposal group classified as held for sale are no longer depreciated or amortised. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognised.

Joint ventures and associates

A joint venture is a contractual agreement where the Group has joint control and has rights to the net assets of the contractual arrangement, rather than being entitled to specific assets and liabilities arising from the agreement. An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies.

 

Investments in joint ventures and associates are accounted for using the equity method and are initially recognised at cost. The Group's share in the profit or loss and other comprehensive income of the joint ventures and associates is included in these consolidated financial statements, until the date that significant influence or joint control ceases.

 

Sales of services

Revenue derived from sales of services is measured based on the consideration specified in a contract with a customer for goods and services provided in the normal course of business, net of trade discounts and sales related taxes, and is recognised when the performance obligation towards the customer is satisfied.

 

Typically, revenue from providing agency and logistics services is recognised when the agreed services have been performed and revenue from providing towage services, vessel turnarounds, container movement and associated services is recognised on the date that the services have been performed. Revenue related to services and construction contracts is recognised throughout the period of the project when the work in proportion to the stage of completion of the transaction contracted has been performed.

 

The timing of when performance obligations are satisfied by type of revenue derived from sales of service is as follows:

 

Performance obligation	Timing of revenue recognition
Towage and ship agency services	At a point in time
Port Terminals	At a point in time
Logistics	At a point in time
Shipyard	Over time

 

There are no significant judgements in the determination of when performance obligations are satisfied.

Employee charges and benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

Defined contribution plan

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined health benefit plans

The Group's net obligation regarding defined health benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees receive in return for their service in the current period and prior periods. That health benefit is discounted to determine its present value. The calculation of the liability of the defined health benefit plan is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined health benefit obligation, which include actuarial gains and losses, are immediately recognised in other comprehensive income.

The Group determines the net interest expense on the net defined benefit liabilities for the period by multiplying them by the discount rate used to measure the defined health benefit obligations. Defined health benefit liabilities for the period take into account any changes during the period due to the payment of contributions and benefits. Net interest and other expenses related to defined health benefit plans are recognised in profit or loss. When the benefits of a health plan are changed, the portion of the change in benefits relating to past services rendered by employees is recognised immediately in profit or loss. The Group recognised gains and losses on the settlement of a defined health benefit plan when settlement occurs.

Termination benefits

Termination benefits are recognised as an expense when the Group can no longer withdraw the offer of such benefits. If payments are settled after 12 months from the reporting date, then they are discounted to their present values.

 

Finance income and finance costs

Interest income or expense is recognised in profit or loss using the effective interest method.

Taxation

Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case the tax is also recognised directly in equity or in other comprehensive income.

Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of profit or loss and other comprehensive income because it excludes or includes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax expense is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is generally recognised for all taxable temporary differences except for when the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefit will be realised. Prior reductions are reversed when the probability of future taxable profits improves.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is recognised, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

The Group offsets current tax assets against current tax liabilities when these items are in the same entity and relate to taxes levied by the same taxation authority and the taxation authority permits the Group to make or receive a single net payment.

Financial instruments

Recognition and initial measurement

Trade and other receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instruments. Trade and other receivables are initially measured at the transaction price which reflects fair value. All other financial assets and financial liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue.

Classification and subsequent measurement

Management determines the classification of its financial instruments at the time of initial recognition. The classification depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Group's designation of such instruments.

Financial assets are classified as measured at amortised cost if they are not designated as at fair value through profit and loss and if they are held within a business model whose objective is to hold assets to collect contractual cash flows and if the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently measured at amortised cost using the effective interest method, reduced by any impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial assets are classified as measured at fair value through profit and loss if they are not classified as measured at amortised cost, or if they are designated as such by management on initial recognition. Financial assets held for trading are classified as measured at fair value through profit and loss. These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes the stated policies and objectives for the portfolio, how the performance of the portfolio is evaluated and reported to the Group's management, and the risks that affect the performance of the business model and how those risks are managed. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument, including assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

 

Financial liabilities are classified as at fair value through profit and loss when the financial liability is either held for trading or it is designated as such by management on initial recognition. Financial liabilities that are not classified as at fair value through profit and loss are classified as other financial liabilities and are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

The classification the Group applies to each of its significant categories of financial instruments is as follows:

 

Financial instruments	Classification
Cash and cash equivalents	At fair value through profit and loss
Investment portfolio assets	At fair value through profit and loss
Trade and other receivables	Amortised cost
Trade and other payables	Other financial liabilities
Bank loans	Other financial liabilities

 

Cash and cash equivalents comprise cash on hand and short-term investments that are highly liquid, readily convertible to known amounts of cash without being subject to material risk of changes in value, and not kept within a managed investment portfolio as part of a broader investment strategy.

 

Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it transfers the rights to receive the contractual cash flows in a transaction in which the Group either substantially transfers all of the risks and rewards of ownership of the financial asset or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

 

Impairment of financial assets

The Group considers a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and impairment losses are recognised in profit and loss. If, in a subsequent period, an event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.

 

Inventories

Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

 

Property, plant and equipment

Property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is calculated to write off the cost less the estimated residual value of items of property, plant and equipment, other than land or assets under construction, over their estimated useful lives, using the straight-line method. Land is not depreciated, and assets under construction are not depreciated until they are transferred to the appropriate category of property, plant and equipment when the assets are ready for intended use. Depreciation is recognised in profit or loss.

The estimated useful life of the different categories of property, plant and equipment are as follows:

 

Category	Useful life
Buildings	25 to 35 years
Leasehold Improvements	5 to 52 years1
Floating Craft	25 years
Vehicles	5 to 10 years
Plant and Equipment	10 to 20 years
1 shorter of the rental period or the useful life of the underlying asset

 

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on disposal or retirement of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Lease arrangements

At inception of a contract, the Group assesses whether it is a lease or contains a lease component, which it is if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At the lease commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any incentives received.

The lease liability is initially measured at the present value of the lease payments unpaid at the commencement date using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group applies the incremental borrowing rate. For a portfolio of leases with similar characteristics, lease liabilities are discounted using a single discount rate.

Lease payments included in the measurement of the lease liability comprises fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from options reasonably certain to be exercised. Variable lease payments not related to an index or rate are recognised in profit or loss as incurred.

Right-of-use assets are depreciated using the straight-line method, from the lease commencement date to the earlier of the end of their useful life or the end of the lease term, over their expected useful lives, on the same basis as owned assets except when there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, in which case the right-of-use asset will be fully depreciated over the shorter of the lease term and its useful life. Right-of-use assets are reduced by impairment losses, if any, and adjusted for remeasurements of the lease liability.

The term of contracts and average discount rate of the different category of lease arrangements are as follows:

 

Category	Term of contracts	Average discount rate
Operational facilities	5 to 77 years	9.05%
Floating craft	2 to 5 years	10.08%
Buildings	1 to 6 years	11.28%
Vehicles, plant and equipment	1 to 7 years	18.60%

 

Subsequent to the initial measurement, the carrying amount of the liability is reduced to reflect the lease payments made and increased to reflect the interest payable. If there is a change in the expected cash flows arising from and index or rate, the lease liability is recalculated. If the modification is related to a change in the amounts to be paid, the discount rate is not revised. Otherwise, if a modification is made to a lease, the Group revises the discount rate as if a new lease arrangement had been made.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

Intangible assets

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Amortisation is calculated to write off the cost less the estimated residual values of intangible assets, using the straight-line method. Amortisation is recognised in profit or loss.

 

The estimated useful life of the different category of intangible assets are as follows:

 

Category	Useful life
Computer software	5 years
Concession rights	30 to 33 years

The estimated useful life, residual values and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An intangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on disposal or retirement of an intangible asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Goodwill

Goodwill arising on an acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment losses. Goodwill is not amortised.

Impairment of non-financial assets

The carrying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period taking into account the risks and uncertainties surrounding the obligation.

Use of judgements, estimates and assumptions

The preparation of these consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

 

In the process of applying the Group's accounting policies, the following judgements, estimates, and assumptions made by management have the most significant effect on the amounts recognised in these consolidated financial statements:

 

-     Provisions for tax, labour, and civil risks - Judgement

Provisions for legal cases are made when the Group's management, together with their legal advisors, consider the probable outcome is a financial settlement against the Group. Provisions are measured at management's best estimate of the expenditure required to settle the obligation based upon legal advice received, prior experience and management's best knowledge of the relevant facts and circumstances.

-     Valuation of unquoted investments - Judgements, estimates and assumptions

The fair value of financial assets that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques used include the use of comparable recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.

 

Changes in material accounting policies

A number of new or amended standards are effective for annual periods beginning on or after 1 January 2024, but none have a significant impact on the preparation of the consolidated financial statements of the Group.

Standards issued but not yet effective

Several new or amended standards are effective for annual periods beginning after 1 January 2024 with early adoption permitted. The Group has elected to not adopt early the following new or amended standards and is assessing their impact on the preparation of its consolidated financial statements.

-         Amendments to IAS 21: Lack of Exchangeability, effective for periods beginning on or after 1 January 2025

-        Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments, effective for period beginning on or after 1 January 2026

-        IFRS 18: Presentation and Disclosure in Financial Statements, effective for period beginning on or after 1 January 2027

-         IFRS 19: Subsidiaries without Public Accountability: Disclosures, effective for period beginning on or after 1 January 2027

 

 

3          Group composition

 

Ocean Wilsons has direct ownership in the following subsidiaries:

 

	Place of incorporation		Ownership interest
Subsidiaries	and operation	Segment	2024	2023
Investments
Ocean Wilsons (Investments) Limited	Bermuda	Investments	100%	100%
Holdings
Ocean Wilsons Overseas Limited	Bermuda	Corporate	100%	100%

 

 

Ocean Wilsons Overseas Limited has direct ownership in the following subsidiary:

 

	Place of incorporation		Ownership interest
Subsidiaries	and operation	Segment	2024	2023
Holdings
OW Overseas (Investments) Limited	United Kingdom	Corporate	100%	100%

 

 

OW Overseas (Investments) Limited ("OWOIL") has direct ownership in the following subsidiary:

 

	Place of incorporation		Ownership interest
Subsidiaries	and operation	Segment	2024	2023
Holdings
Wilson Sons S.A.	Brazil	Maritime services	56.39%	56.52%

 

Following a strategic review of the Group's investments, the Board decided to have OWOIL sell its full ownership interest in Wilson Sons S.A., for which further details are presented in note 5.

 

The change in ownership interest in Wilson Sons S.A. from the year ended 31 December 2023 to 31 December 2024 is due to the exercise of share options in subsidiaries, for which the details are presented in note 24. The information on non-controlling interests is presented in note 25.

 

Wilson Sons S.A. has direct ownership in the following subsidiaries:

 

	Place of incorporation		Ownership interest
Subsidiaries	and operation	Segment	2024	2023
Shipyard
Wilson Sons Estaleiros Ltda.	Brazil	Maritime services	100%	100%
Ship agency
Wilson Sons Shipping Services Ltda.	Brazil	Maritime services	100%	100%
Logistics
Wilson Sons Terminais e Logística Ltda.	Brazil	Maritime services	100%	100%
Allink Transportes Internacionais Ltda.	Brazil	Maritime services	50%	50%
Container terminal
Tecon Rio Grande S.A.	Brazil	Maritime services	100%	100%
Tecon Salvador S.A.	Brazil	Maritime services	100%	100%
Offshore support bases and towage
Wilson Sons Serviços Marítimos Ltda.	Brazil	Maritime services	100%	100%

 

 

4          Business and geographical segments

 

The Group has two reportable segments: maritime services and investments. These segments report their financial and operational data separately to the Board. The Board considers these segments separately when making business and investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and shipyard services in Brazil. The investments segment holds a portfolio of international investments and is a Bermuda based company. The corporate segment includes the holding subsidiaries and their related corporate costs.

The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. The assets and liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

The financial information by segment is as follows:

 

For the year ended 31 December 2024	Brazil - maritime services	Bermuda - investments	Corporate	Consolidated
Result
Returns on investment portfolio	-	20,463	-	20,463
Portfolio expenses	-	(3,527)	-	(3,527)
Corporate expenses	-	-	(5,629)	(5,629)
Finance income	-	-	665	665
Finance costs	-	-	(156)	(156)
Foreign exchange losses on monetary items	-	(90)	(544)	(634)
Profit/(loss) from continuing operations	-	16,846	(5,664)	11,182
Profit from discontinued operations	107,938	-	-	107,938
Profit/(loss) for the year	107,938	16,846	(5,664)	119,120
Financial position
Assets within disposal group held for sale	1,100,920	-	-	1,100,920
Other current assets	-	325,807	36,033	361,840
Segment assets	1,100,920	325,807	36,033	1,462,760
Liabilities within disposal group held for sale	(622,738)	-	-	(622,738)
Other current liabilities	-	(296)	(337)	(633)
Segment liabilities	(622,738)	(296)	(337)	(623,371)
Other information
Capital additions	55,784	-	-	55,784
Right-of-use assets additions	999	-	-	999

 

For the year ended 31 December 2023	Brazil - maritime services	Bermuda - investments	Corporate	Consolidated
Result
Returns on investment portfolio	-	29,120	-	29,120
Portfolio expenses	-	(3,278)	-	(3,278)
Corporate expenses	-	-	(4,267)	(4,267)
Finance income	-	-	205	205
Finance costs	-	-	(10)	(10)
Foreign exchange losses on monetary items	-	(19)	(61)	(80)
Profit/(loss) from continuing operations	-	25,823	(4,133)	21,690
Profit from discontinued operations	81,382	-	-	81,382
Profit/(loss) for the year	81,382	25,823	(4,133)	103,072
Financial position
Current assets	192,693	310,944	19,742	523,379
Investment in joint ventures and associates	96,084	-	-	96,084
Property, plant and equipment	614,099	-	-	614,099
Right-of-use assets	198,508	-	-	198,508
Other intangible assets	13,858	-	-	13,858
Goodwill	13,597	-	-	13,597
Other non-current assets	62,340	-	-	62,340
Segment assets	1,191,179	310,944	19,742	1,521,865
Segment liabilities	(704,976)	(779)	(296)	(706,051)
Other information
Capital additions	66,268	-	-	66,268
Right-of-use assets additions	3,534	-	-	3,534

 

 

5          Discontinued operations and disposal group held for sale

 

In October 2024, the Board committed to have OWOIL sell its full ownership interest in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl, in a single transaction for a cash consideration of R$17.50 per share of Wilson Sons S.A., totalling R$4.352 billion. The transaction is expected to complete in Q2 or Q3 of 2025 and is conditional on the receipt of applicable regulatory clearances and other closing conditions between signing and completion.

Accordingly, the results of Wilson Sons S.A., which represents the entire maritime services segment, have been presented as discontinued operations and its assets and liabilities have been classified as part of a disposal group held for sale. The comparative information for discontinued operations has been re-presented as if the operations had been discontinued from the start of the comparative period. The comparative information for the disposal group has not been re-presented. 

At 31 December 2024, the expected proceeds minus cost to sell were US$675.4 million, compared to a carrying value of US$478.2 million for the assets and liabilities within the disposal group minus US$211.3 million for the non-controlling interests share, resulting in a net carrying value of US$266.9 million. Upon completion of the transaction, the Company will be subject to capital gain taxes in Brazil.

The profit and other comprehensive income from discontinued operations from the maritime services segment can be disaggregated as follows:

 

	2024	2023
Sales of services	541,830	486,646
Raw materials and consumables used	(37,446)	(35,467)
Employee charges and benefits expenses	(147,199)	(142,025)
Other operating expenses	(124,191)	(109,049)
Depreciation and amortisation expenses	(55,254)	(71,768)
Gain on disposal of property, plant and equipment	10,266	1,713
Foreign exchange (losses)/gains on monetary items	(1,205)	326
Share of results of joint ventures and associates	2,565	6,447
Other income	10,367	7,593
Finance costs	(37,122)	(35,425)
Profit before tax from discontinued operations	162,611	108,991
Tax expense	(54,673)	(27,609)
Profit from discontinued operations	107,938	81,382
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Post-employment benefits remeasurement	111	32
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations	(28,497)	8,831
Other comprehensive (loss)/income from discontinued operations	(28,386)	8,863
Total comprehensive income from discontinued operations	79,552	90,245

 

The major classes of assets and liabilities from the maritime services segment part of the disposal group classified as held for sale are as follows:

 

	2024	2023
Cash and cash equivalents	79,516	-
Trade and other receivables	70,174	-
Recoverable taxes	31,120	-
Inventories	18,558	-
Other assets	16,050	-
Investment in joint ventures and associates	97,777	-
Deferred tax assets	22,262	-
Property, plant and equipment	578,576	-
Right-of-use assets	161,917	-
Other intangible assets	11,908	-
Goodwill	13,062	-
Total assets held for sale	1,100,920	-
Trade and other payables	(69,869)	-
Bank loans	(276,708)	-
Tax liabilities	(9,499)	-
Deferred tax liabilities	(78,100)	-
Lease liabilities	(177,742)	-
Provisions for legal claims	(9,191)	-
Post-employment benefits	(1,629)	-
Total liabilities held for sale	(622,738)	-

 

The cash flows from discontinued operations from the maritime services segment can be disaggregated as follows:

 

	2024	2023
Operating activities
Profit for the year	107,938	81,382
Adjustment for:
Depreciation and amortisation	55,254	71,768
Gain on disposal of property, plant and equipment	(10,266)	(1,713)
Provisions for legal claims	3,887	(2,326)
Share of results of joint ventures and associates	(2,565)	(6,447)
Other income	(10,367)	(7,593)
Finance costs	37,122	35,425
Foreign exchange losses/(gains) on monetary items	1,205	(326)
Share based payment expense in subsidiary	142	306
Post-employment benefits	177	185
Tax expense	54,673	27,609
Changes in:
Inventories	(387)	(592)
Trade and other receivables	8,561	(11,561)
Other assets	4,116	(4,795)
Trade and other payables	(1,770)	13,173
Interest paid	(30,710)	(32,385)
Taxes paid	(21,914)	(27,900)
Net cash inflow from operating activities	195,096	134,210
Investing activities
Income received from financial assets	5,792	7,593
Purchase of property, plant and equipment	(55,211)	(65,136)
Proceeds on disposal of property, plant and equipment	12,359	1,958
Purchase of intangible assets	(573)	(1,132)
Dividends received from joint ventures and associates	1,087	-
Investment in joint ventures and associates	(27)	(7,520)
Net cash used in investing activities	(36,573)	(64,237)
Financing activities
Dividends paid to non-controlling interests	(38,505)	(25,248)
Repayments of bank loans principal	(69,298)	(61,148)
Payments of lease liabilities	(11,212)	(10,087)
New bank loans drawn down	39,540	53,259
Shares repurchased in subsidiary	-	(2,338)
Issue of new shares in subsidiary under employee share option plan	1,263	1,787
Net cash used in financing activities	(78,212)	(43,775)
Cash and cash equivalents at beginning of year	48,200	50,098
Net increase in cash and cash equivalents	80,311	26,198
Dividends paid to parent company	(50,473)	(30,602)
Effect of foreign exchange rate changes	1,478	2,506
Cash and cash equivalents at end of year	79,516	48,200

 

 

6          Investment portfolio

 

The investment portfolio returns can be disaggregated as follows:

	2024	2023
Earnings (net of expenses)	13,406	2,022
Realised gains	13,484	9,080
Unrealised (losses)/gains	(6,427)	18,018
Investment portfolio returns	20,463	29,120

 

The investment portfolio expenses can be disaggregated as follows:

	2024	2023
Management fees	(3,220)	(2,996)
Investment portfolio operating expenses	(307)	(282)
Investment portfolio expenses	(3,527)	(3,278)

 

The movement in the investment portfolio assets is as follows:

	2024	2023
Opening balance - 1 January	309,158	272,931
Purchases	60,541	42,674
Proceeds on disposal	(54,120)	(33,545)
Realised gains	13,484	9,080
Unrealised (losses)/gains	(6,427)	18,018
Closing balance - 31 December	322,636	309,158

 

During the year ended 31 December 2024, the classification of cash flows related to the investment portfolio have been updated to better represent the effect they have on the Group.

 

For the investment portfolio returns, this reclassification resulted in an increase in earnings (net of expenses) of US$11.3 million, a decrease in realised gains of US$9.0 million and a decrease in unrealised gains of US$2.3 million, with no net impact on the total investment portfolio returns for the year ended 31 December 2024. Prior year comparatives have not been adjusted.

 

For the investment portfolio assets, this reclassification resulted in an increase in purchases of US$0.2 million, an increase in proceeds on disposal of US$11.1 million, a decrease in realised gains of US$9.0 million and a decrease in unrealised losses of US$2.3 million, with no net impact on the investment portfolio assets for the year ended 31 December 2024. Prior year comparatives have not been adjusted.

The investment portfolio is held in the Bermuda - investments segment and presents the Group with opportunity for return through generated income and capital appreciation. It includes investments in listed equity securities, open ended funds, limited partnerships and other private equity funds.

The Investment Manager of the investment portfolio receives an investment management fee of 1% of the valuation of funds under management and an annual performance fee of 10% of the net investment return which exceeds the benchmark, provided that the high-water mark has been exceeded, and is capped at a maximum of 2% of the investment portfolio net asset value.

The investment portfolio performance is measured against a benchmark calculated by reference to the US CPI Urban Consumers index not seasonally adjusted plus 3% per annum over a rolling three-year period. The Board considers a three-year measurement period appropriate due to the investment mandate's long-term horizon, and an absolute return inflation-linked benchmark appropriately reflects the Group's investment objectives while having a linkage to economic factors. The performance benchmark was 5.9% for the year ended 31 December 2024 (2023: 6.4%).

At the end of the reporting period, the Group had entered into commitment agreements with respect to the investment portfolio for capital subscriptions. The classification of those commitments based on their expiry date is as follows:

 

	2024	2023
Within one year	2,523	4,557
In the second to fifth year inclusive	7,205	4,621
After five years	34,035	44,585
Total commitment for capital subscriptions	43,763	53,763

 

The exact timing of capital calls made in respect of the above commitments are at the discretion of the manager of the underlying structure. If required, amounts expected to be settled within one year will be met from the realisation of liquid investment holdings. There may be situations when commitments may be extended by the manager of the underlying structure beyond the initial expiry date dependent upon the terms and condition of each individual structure.

 

Information about the Group's financial instruments valuation and exposure to financial risks is included in note 29.

 

 

7          Corporate expenses

 

Corporate expenses can be disaggregated as follows:

	2024	2023
Operating expenses	(1,271)	(1,216)
Employee charges	(569)	(366)
Legal fees	(2,624)	(1,584)
Audit fees	(461)	(397)
Directors' fees	(704)	(704)
Total corporate expenses	(5,629)	(4,267)

 

 

8          Taxation

 

At the present time, no income, profit, capital or capital gains taxes are applicable to the Group's operations in Bermuda and accordingly, no expenses or provisions for such taxes have been recorded by the Group for its Bermuda operations. The Company has received an undertaking from the Bermuda government exempting it from all such taxes until 31 March 2035. During the year ended 31 December 2023, the Bermuda Corporate Income Tax Act of 2023 was enacted by the Bermuda government, which may supersede such exemptions. As the Company is currently not in scope for this new legislation, the exemptions provided by the Bermuda government undertaking still apply.

 

The operations in the maritime services segment are subject to Brazilian corporation tax and Brazilian social contribution tax calculated at respectively 25% and 9% (2023: 25% and 9%) of the taxable profit for the year. Upon completion of the transaction described in note 5, the Company will be subject to capital gain taxes in Brazil.

 

The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. Further details are presented in note 5.

 

Deferred tax

The deferred tax assets and liabilities recognised by the Group all arise from the maritime services segment, for which the assets and liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

	2024	2023
Deferred tax arising from
Tax depreciation	-	(39,933)
Foreign exchange variance on loans	-	1,105
Tax losses	-	8,581
Profit on construction contracts	-	14,426
Other timing differences	-	12,841
Retranslation of non-monetary items	-	(39,789)
Net deferred tax balance	-	(42,769)
Deferred tax assets	-	22,827
Deferred tax liabilities	-	(65,596)

 

At 31 December 2024, the Group had within the maritime services segment unused tax losses of US$24.2 million (2023: US$33.7 million) available for offset against future profits in the entity in which they arose. No deferred tax asset has been recognised (2023: US$4.4 million not recognised) due to the unpredictability of future profit streams.                                                                  

Recoverable and payable taxes

The recoverable and payable taxes relate to Brazilian federal taxes, Brazilian sales and rendering of services taxes, Brazilian payroll taxes, Brazilian income tax, Brazilian social contributions, and judicial bonds related to these items. The assets and liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

	2024	2023
Recoverable taxes - current	-	47,708
Recoverable taxes - non-current	-	20,680
Total recoverable taxes	-	68,388

 

	2024	2023
Taxes payable - current	-	(10,831)
Total taxes payable	-	(10,831)

 

 

9          Cash and cash equivalents

 

The composition of cash and cash equivalents is as follows:

 

	2024	2023
Cash and bank deposits	4,197	19,799
Time deposits	34,650	19,920
Fixed income investments	-	29,648
Total cash and cash equivalents	38,847	69,367

 

Fixed income investments include an investment fund and an exchange traded fund both privately managed and including underlying investments that are highly liquid and readily convertible within the Brazil - maritime service segment. The assets of the maritime services segment, including cash and cash equivalents, have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

 

10         Trade and other receivables

 

Trade and other receivables arise from the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

	2024	2023
Current
Trade receivable for the sale of services	-	46,381
Unbilled trade receivables	-	20,936
Total gross current trade receivables	-	67,317
Allowance for expected credit loss	-	(1,623)
Trade receivables	-	65,694
Non-current
Receivables from related parties	-	11,494
Other receivables	-	1,547
Total other receivables	-	13,041
Total trade and other receivables	-	78,735

 

 

11         Other assets

 

Other assets arise from the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

	2024	2023
Prepayments	-	4,560
Insurance claim receivable	-	5,385
Employee advances	-	2,636
Other current assets	-	339
Total other current assets	-	12,920
Escrow deposits	-	3,101
Investments in maritime start-ups	-	2,691
Total other non-current assets	-	5,792

 

 

12         Inventories

 

Inventories arise from the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

	2024	2023
Operating materials	-	15,648
Raw materials for third party vessel construction	-	2,523
Total inventories	-	18,171

 

Inventories are presented net of provision for obsolescence amounting to US$0.5 million at 31 December 2023.

 

 

13     Joint ventures and associates

 

Joint ventures and associates interests are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The Group, through the maritime services segment, holds the following interests in joint ventures and associates at the end of the reporting period:

 

	Place of incorporation	Proportion of ownership
	and operation	2024	2023
Joint ventures
Logistics
Porto Campinas Logística e Intermodal Ltda	Brazil	50%	50%
Offshore
Wilson Sons Ultratug Participações S.A.	Brazil	50%	50%
Atlantic Offshore S.A.	Panamá	50%	50%
Associates
Argonáutica Engenharia e Pesquisas S.A.	Brazil	32.32%	32.32%

 

The reconciliation of the joint ventures and associates results to the share of result of joint ventures and associates, presented as discontinued operations, is as follows:

 

	2024	2023
Joint ventures reconciliation:
Total profit for the year	4,697	12,712
Participation	50%	50%
Share of profit for the year from joint ventures	2,349	6,356
Associates reconciliation:
Total profit for the year	667	281
Participation	32.32%	32.32%
Share of profit for the year for associates	216	91
Share of result of joint ventures and associates - discontinued operations	2,565	6,447

 

The reconciliation of the joint ventures and associates financial position to the investment in joint ventures and associates, presented as an asset held for sale within the maritime services segment disposal group, is as follows:

 

	2024	2023
Joint ventures reconciliation:
Total net assets	204,605	204,655
Participation	50%	50%
Group's share of net assets of joint ventures	102,303	102,328
Associates reconciliation:
Total net assets	1,314	1,511
Participation	32.32%	32.32%
Group's share of net assets of associates	425	488
Adjustments for:
Goodwill and surplus generated on associate purchase	1,781	1,862
Cumulative elimination of profit on construction contracts	(6,732)	(8,594)
Total adjustments	(4,951)	(6,732)
Investment in joint ventures and associates - assets within disposal group held for sale	97,777	96,084

 

The movement in investment in joint ventures and associates is as follows:

 

	2024	2023
Opening balance - 1 January	96,084	81,863
Share of result of joint ventures and associates	2,565	6,447
Dividends from joint ventures and associates	(281)	-
Elimination of profit on construction contracts	(28)	(81)
Share of other comprehensive income of joint ventures and associates	(590)	335
Capital increase	27	7,520
Reclassification as assets held for sale	(97,777)	-
Closing balance - 31 December	-	96,084

 

During the year ended 31 December 2024, the Group increased its invested capital in Porto Campinas Logística e Intermodal Ltda by US$0.03 million. During the year ended 31 December 2023, the Group increased its invested capital in Wilson Sons Ultratug Participações S.A. by US$7.5 million and in Porto Campinas Logística e Intermodal Ltda by US$0.04 million.

 

Guarantees

Wilson Sons Ultratug Participações S.A. has loans with the Brazilian Development Bank guaranteed by a lien on the financed supply vessels and by a corporate guarantee from its participants, proportionate to their ownership. The Group's subsidiary Wilson Sons S.A. is guaranteeing US$137.9 million (2023: US$155.3 million).

Wilson Sons Ultratug Participações S.A. has a loan with Banco do Brasil guaranteed by a pledge on the financed offshore support vessels, a letter of credit issued by Banco del Estado de Chile and its long-term contracts with Petrobras. The joint venture also has to maintain a cash reserve account until full repayment of the loan agreement amounting to US$1.8 million (2023: US$1.8 million).

 

Covenants and capital commitments

On 31 December 2024 and 2023, Wilson Sons Ultratug Participações S.A. was in compliance with all of its covenants' ratios related to its loans with the Brazilian Development Bank and with Banco do Brasil. There were no capital commitments for the joint ventures and associates as of 31 December 2024 and 2023.

 

 

14         Property, plant and equipment

 

Property, plant and equipment are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The movement in property, plant and equipment is as follows:

 

	Land, buildings and leasehold improvements	Floating Craft	Vehicles, plant and equipment	Assets under construction	Total
Cost
At 1 January 2023	294,535	576,891	211,985	14,391	1,097,802
Additions	12,096	12,547	16,662	23,831	65,136
Transfers	(27)	22,248	(1,284)	(20,937)	-
Transfers from intangible assets	25	-	8	-	33
Disposals	(511)	(75)	(1,985)	-	(2,571)
Exchange differences	14,238	-	13,664	-	27,902
At 1 January 2024	320,356	611,611	239,050	17,285	1,188,302
Additions	6,312	24,720	19,086	5,093	55,211
Transfers	829	22,204	(1,312)	(21,721)	-
Transfers from intangible assets	190	-	19	-	209
Disposals	(2,635)	(5,448)	(4,593)	-	(12,676)
Exchange differences	(44,966)	-	(43,493)	-	(88,459)
Reclassification as held for sale	(280,086)	(653,087)	(208,757)	(657)	(1,142,587)
At 31 December 2024	-	-	-	-	-
Accumulated depreciation
At 1 January 2023	93,168	288,328	126,677	-	508,173
Charge for the year - discontinued operations	9,330	33,647	12,489	-	55,466
Elimination on construction contracts	-	2	-	-	2
Disposals	(406)	(70)	(1,850)	-	(2,326)
Exchange differences	5,008	-	7,880	-	12,888
At 1 January 2024	107,100	321,907	145,196	-	574,203
Charge for the year - discontinued operations	7,268	26,794	8,927	-	42,989
Transfers	3	-	(3)	-	-
Elimination on construction contracts	-	42	-	-	42
Disposals	(1,150)	(5,268)	(4,165)	-	(10,583)
Exchange differences	(16,737)	-	(25,903)	-	(42,640)
Reclassification as held for sale	(96,484)	(343,475)	(124,052)	-	(564,011)
At 31 December 2024	-	-	-	-	-
Carrying Amount
At 31 December 2023	213,256	289,704	93,854	17,285	614,099
At 31 December 2024	-	-	-	-	-

 

The Group, within the maritime services segment only, has contractual commitments to suppliers for the acquisition and construction of property, plant and equipment amounting to US$20.4 million (2023: US$7.9 million).

 

 

15         Lease arrangements

 

Lease arrangements are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets and liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

Right-of-use assets

The movement in right-of-use assets is as follows:

 

	Operational facilities	Floating  craft	Buildings	Vehicles, plant and equipment	Total
Cost
At 1 January 2023	195,332	19,602	3,081	10,132	228,147
Additions	83	2,136	61	1,254	3,534
Contractual amendments	9,146	10,197	70	(93)	19,320
Terminated contracts	-	-	(368)	(763)	(1,131)
Exchange differences	14,839	706	229	417	16,191
At 1 January 2024	219,400	32,641	3,073	10,947	266,061
Additions	-	-	963	36	999
Contractual amendments	7,861	4,522	414	379	13,176
Terminated contracts	-	-	(517)	(357)	(874)
Exchange differences	(46,970)	(2,612)	(69)	(1,261)	(50,912)
Reclassification as held for sale	(180,291)	(34,551)	(3,864)	(9,744)	(228,450)
At 31 December 2024	-	-	-	-	-
Accumulated depreciation
At 1 January 2023	27,646	12,035	1,511	8,256	49,448
Charge for the year - discontinued operations	8,973	5,351	498	915	15,737
Terminated contracts	-	-	(326)	(651)	(977)
Exchange differences	2,300	492	198	355	3,345
At 1 January 2024	38,919	17,878	1,881	8,875	67,553
Charge for the year - discontinued operations	6,708	4,347	409	601	12,065
Terminated contracts	-	-	(460)	(293)	(753)
Exchange differences	(9,197)	(2,006)	(65)	(1,064)	(12,332)
Reclassification as held for sale	(36,430)	(20,219)	(1,765)	(8,119)	(66,533)
At 31 December 2024	-	-	-	-	-
Carrying Amount
At 31 December 2023	180,481	14,763	1,192	2,072	198,508
At 31 December 2024	-	-	-	-	-

 

Lease liabilities

The movement in lease liabilities is as follows:

	2024	2023
Opening - 1 January	(224,286)	(196,176)
Additions	(999)	(3,534)
Termination of contracts	298	335
Contracts remeasurement	(13,176)	(19,320)
Principal amortisation	29,021	28,384
Interest - discontinued operations	(17,809)	(18,297)
Exchange differences	49,209	(15,678)
Reclassification as held for sale	177,742
Closing - 31 December	-	(224,286)

 

	2024	2023
Operational facilities	-	(204,424)
Floating craft	-	(15,625)
Buildings	-	(1,984)
Vehicles, plant and equipment	-	(2,253)
Total	-	(224,286)

 

 

16         Other intangible assets

 

Other intangible assets are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The movement in other intangible assets is as follows:

	Computer software	Concession- rights	Total
Cost
At 1 January 2023	41,822	15,825	57,647
Additions	1,132	-	1,132
Transfers to property, plant and equipment	(33)	-	(33)
Disposals	(41)	-	(41)
Exchange differences	735	462	1,197
At 1 January 2024	43,615	16,287	59,902
Additions	573	-	573
Transfers to property, plant and equipment	(209)	-	(209)
Disposals	(77)	-	(77)
Exchange differences	(2,344)	(1,288)	(3,632)
Reclassification as held for sale	(41,558)	(14,999)	(56,557)
At 31 December 2024	-	-	-
Accumulated amortisation
At 1 January 2023	36,781	6,474	43,255
Charge for the year - discontinued operations	1,570	427	1,997
Disposals	(41)	-	(41)
Exchange differences	574	259	833
At 1 January 2024	38,884	7,160	46,044
Charge for the year - discontinued operations	976	317	1,293
Disposals	(77)	-	(77)
Exchange differences	(1,905)	(706)	(2,611)
Reclassification as held for sale	(37,878)	(6,771)	(44,649)
At 31 December 2024	-	-	-
Carrying amount
31 December 2023	4,731	9,127	13,858
At 31 December 2024	-	-	-

 

 

17         Goodwill

 

Goodwill is held within the maritime services segment, for which the assets have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

	Tecon Rio Grande	Tecon Salvador	Total
Carrying Value
At 1 January 2023	10,940	2,480	13,420
Exchange differences	177	-	177
At 1 January 2024	11,117	2,480	13,597
Exchange differences	(535)	-	(535)
Reclassification as held for sale	(10,582)	(2,480)	(13,062)
At 31 December 2024	-	-	-

 

 

18         Trade and other payables

 

The liabilities of the maritime services segment have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

	2024	2023
Trade payables and accruals	(633)	(44,179)
Other payables	-	(226)
Provisions for employee benefits	-	(25,279)
Deferred income	-	(2,084)
Total trade and other payables	(633)	(71,768)

 

 

19         Bank loans

 

Bank loans are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The movement in bank loans is as follows:

	2024	2023
Opening - 1 January	(324,201)	(321,891)
Additions	(39,540)	(53,259)
Principal amortisation	69,298	61,148
Interest amortisation	12,901	14,088
Accrued interest	(15,007)	(17,140)
Exchange difference	19,841	(7,147)
Reclassification as held for sale	276,708	-
Closing - 31 December	-	(324,201)

 

The terms and conditions, carrying value and fair value of the bank loans, held in the maritime services segment and  classified as part of a disposal group held for sale, are as follows:

				2024		2023
Lender	Currency	Annual interest rate %	Year of maturity	Carrying value	Fair value	Carrying value	Fair value
BNDES	linked to US Dollar	3.1%	2043	(135,580)	(135,580)	(135,411)	(135,411)
BNDES	linked to US Dollar	2.2%	2028	(14,115)	(14,115)	(17,796)	(17,796)
BNDES	linked to US Dollar	3.1%	2045	(8,136)	(8,136)	(2,787)	(2,787)
BNDES	Real	9.9%	2034	(39,524)	(39,524)	(53,537)	(53,537)
BNDES	Real	8.7%	2029	(3,482)	(3,482)	(5,356)	(5,356)
BNDES	Real	11.1%	2027	(275)	(275)	(481)	(481)
Banco do Brasil	linked to US Dollar	2.5%	2035	(54,280)	(54,280)	(60,193)	(60,193)
Bradesco	Real	-	-	-	-	(10,519)	(10,515)
Banco Santander	linked to US Dollar	-	-	-	-	(10,279)	(10,270)
Banco Santander	Real	13.1%	2025	(5,217)	(5,210)	(6,744)	(6,582)
CCB	Real	12.8%	2026	(11,562)	(11,568)	(21,098)	(20,976)
Itaú - NCE	linked to US Dollar	6.1%	2026	(4,537)	(4,537)	-	-
Total bank loans within liabilities held for sale				(276,708)	(276,707)	-	-
Total bank loans				-	-	(324,201)	(323,904)

 

Guarantees

The Group has pledged assets with a carrying amount of US$248.9 million (2023: US$262.4 million) to secure loans granted to the Group. The assets pledged and the loans granted are both exclusively within the maritime services segment.

Some of the loan agreements rely on corporate guarantees from the Group's subsidiary party to the agreement. For some agreements, the corporate guarantees are in addition to the assignment of receivables, a pledge of the respective financed tugboat or a lien over the logistics and port operations equipment financed.

 

Undrawn credit facilities

At 31 December 2024, the Group had US$81.9 million (2023: US$50.1 million) of undrawn borrowing facilities available in the maritime services segment in relation to tugs construction, dry-docking and repair of tugs.

 

Covenants

Loan agreements with a carrying value of US$72.1 million (2023: US$93.5 million) include obligations related to financial indicators that must be complied with annually, including EBITDA/Net operating revenue, EBITDA/Debt service, Equity/Total assets and Net debt/EBITDA. At 31 December 2024 and 2023, the Group was in compliance with all covenants related to its loan agreements.

 

 

20         Post-employment benefits

 

The Group operates a private medical insurance scheme for its employees in its Brazilian operations, which requires the eligible employees to pay fixed monthly contributions. The post-employment benefits liability relates to the potential increase in plan costs resulting from additional claims due to the expanded membership of the scheme.

The post-employment benefits liability is held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The movement in the post-employment benefits liability is as follows:

	2024	2023
Opening balance - 1 January	(2,047)	(1,737)
Current service cost	(7)	(8)
Interest expense	(161)	(168)
Contributions to the plan	(9)	(9)
Changes assumptions	203	(214)
Experience adjustments	(78)	231
Exchange differences	470	(142)
Reclassification as held for sale	1,629	-
Closing balance - 31 December	-	(2,047)

 

The calculation of the post-employment benefits liability involves actuarial assumptions that are based on market conditions. The principal actuarial assumptions, and the impact of a change (keeping the other assumptions constant) on the post-employment benefits liability valuation are as follows:

	2024	2023
Annual interest rate	9.44%	8.66%
Estimated inflation rate in the long-term	3.00%	3.00%
Impact of 0.5% increase	155	235
Impact of 0.5% decrease	(181)	(270)
Medical cost trend rate	5.58%	5.58%
Impact of 0.5% increase	(187)	(286)
Impact of 0.5% decrease	162	234

 

 

21         Legal claims

 

In the normal course of its operations in Brazil, the Group is exposed to numerous local legal claims. The Group's policy is to vigorously contest those claims, many of which appear to have little substance or merit, and manage such claims through its legal counsel.

 

Labour claims - Claims involving payment of health risks, additional overtime and other allowances.

 

Tax cases - Claims involving government tax assessments when the Group considers it has a chance of successfully defending its position.

 

Civil - Claims involving indemnification for material damage, environmental and shipping claims and other contractual disputes.

 

Claims deemed probable and subject to reasonable estimation by management and its legal counsel are recorded as provisions, whereas claims deemed only reasonably possible are disclosed as contingent liabilities. Both provisions and contingent liabilities are subject to uncertainties around the timing and amount of possible cash outflows as the outcome is heavily dependent on court proceedings.

Provisions for legal claims are held within the maritime services segment, for which the results have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period, and for which the liabilities have been classified as part of a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The movement in provision for legal claims is as follows: 

	Labour claims	Tax cases	Civil cases	Total
At 1 January 2024	(4,205)	(1,476)	(1,641)	(7,322)
Additional provisions - discontinued operations	(826)	(2,619)	(1,632)	(5,077)
Unused amounts reversed - discontinued operations	557	-	79	636
Utilisation of provisions	547	-	7	554
Exchange difference	854	634	530	2,018
Reclassification as held for sale	3,073	3,461	2,657	9,191
At 31 December 2024	-	-	-	-

 

The contingent liabilities at the end of each period are as follows:

	Labour claims	Tax cases	Civil cases	Total
At 31 December 2023	(7,312)	(75,982)	(13,536)	(96,830)
At 31 December 2024	(9,041)	(59,133)	(4,164)	(72,338)

 

At 31 December 2024, other assets of US$2.2 million classified as part of a disposal group held for sale represent escrow deposits required by the Brazilian legal authorities as security to contest legal actions.

 

At 31 December 2023, other non-current assets of US$3.1 million represent escrow deposits required by the Brazilian legal authorities as security to contest legal actions.

 

 

22         Related party transactions

 

Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Transactions and outstanding balances between the Group and its related parties are as follows:

	Revenues/(Expenses)		Receivable/(Payable)
	2024	2023	2024	2023
Joint ventures and associates
Wilson, Sons Ultratug Participações S.A.1	1,603	964	6,459	11,437
Argonáutica Engenharia e Pesquisas S.A.2	(78)	(14)	(3)	(4)
Others
Hanseatic Asset Management LBG3,4	(3,220)	(2,996)	(276)	(759)
Hansa Capital Partners LLP5	(32)	(30)	-	-

 

¹ Related party loans with Wilson, Sons Ultratug Participações S.A. (interest - 3.6% per year with no maturity date) and services provided by the Group.

² Contract for the implementation of a port traffic monitoring and port traffic intelligence system.

³Mr William Salomon, a Company Director, is chair of Hanseatic Asset Management LBG, to which fees were paid for acting as Investment Manager of the Group's investment portfolio.

 

⁴Mr Christopher Townsend, a Company Director, is a director of Hanseatic Asset Management LBG, to which fees were paid for acting as Investment Manager of the Group's investment portfolio.

⁵ Mr Salomon is a senior partner of Hansa Capital Partners LLP. Office facilities charges were paid to Hansa Capital Partners LLP.

 

Mr Townsend is the investment director of Hansa Capital GmbH. During the year ended 31 December 2024, directors' fees of US$0.1 million were paid to Mr. C Townsend through Hansa Capital GmbH (2023: US$0.1 million).

 

Remuneration of key management personnel

The remuneration of the executive directors and other key management of the Group is as follows:

 

	2024	2023
Short-term employee benefits1	(10,264)	(6,853)
Post-employment benefits	(60)	(70)
Share based payment expense	(141)	(306)
Total remuneration of key management personnel	(10,465)	(7,229)
Remuneration of key management personnel - continuing operations	(486)	(451)
Remuneration of key management personnel - discontinued operations	(9,979)	(6,778)

 

¹Short-term employee benefits for key management personnel were re-presented to address inconsistencies in the presentation of the data that were contrary to the guidelines of the Brazilian Accounting Pronouncements Committee. The net result is an increase of US$1.8 million for the short-term employee benefits for key management personal for the year ended 31 December 2023, with no impact on the total amount presented in the consolidated financial statements.

 

 

23         Share capital

 

The number of Company's shares and corresponding share capital amounts are as follows:

 

	2024	2023
Authorised
50,060,000 ordinary shares of 20p each (2023: 50,060,000 ordinary shares of 20p each)	16,119	16,119
Issued and fully paid
35,363,040 ordinary shares of 20p each (2023: 35,363,040 ordinary shares of 20p each)	11,390	11,390

 

The Company has one class of ordinary share which carries no right to fixed income.

Share capital is converted at the exchange rate prevailing at 31 December 2002, the date at which the Group's presentation currency changed from Sterling to US Dollars, being US$1.61 to £1.

 

 

24         Equity transactions in subsidiaries

 

Share options in subsidiary

On 8 January 2014, the shareholders of the Group's subsidiary Wilson Sons S.A. approved a share option plan which allowed for the grant of options to eligible participants, including an increase in the authorised capital of Wilson Sons S.A. through the creation of up to 26,465,562 new shares.

The options provide participants with the right to acquire shares in Wilson Sons S.A. at a predetermined fixed price, following a vesting period of 3 to 5 years, and expire 10 years from the grant date, or immediately on the resignation of the employee, whichever is earlier. Options lapse if not exercised by the employee within 6 months following retirement.

The movement in share options and related weighted average exercise prices ("WAEP") in Brazilian Real (R$) is as follows:

 

	2024		2023
	Number of shares	WAEP (R$)	Number of shares	WAEP (R$)
Opening balance - 1 January	3,747,000	7.90	5,427,600	7.12
Granted during the period	-	-	-	-
Exercised during the period	(989,000)	7.14	(1,680,600)	5.38
Expired during the period	(804,000)	8.66	-	-
Outstanding at 31 December	1,954,000	7.96	3,747,000	7.90
Exercisable at 31 December	949,000	7.23	1,047,000	5.93

 

The options outstanding at 31 December 2024 had an exercise price in the range of R$5.67 to R$8.66 (2023: R$5.67 to R$8.66) and a weighted-average contractual life of 5.3 years (2023: 6.1 years). The weighted average share price at the date of exercise for the year ended 31 December 2024 was R$16.28 (2023: R$10.06).

 

During the year ended 31 December 2024, 989,000 share options of the Group's subsidiary Wilson Sons S.A. were exercised (2023: 1,680,600), resulting in an increase in non-controlling interest of 0.13% (2023: 0.22%).

 

Share buyback in subsidiary

On 13 May 2022, the board of directors of the Group's subsidiary Wilson Sons S.A. approved a share buyback program which allows for the repurchase of the subsidiary's own common shares at market price for an 18-month period. During the year ended 31 December 2023, 1,150,500 shares of the Group's subsidiary Wilson Sons S.A. were repurchased at a weighted average share price of R$10.47, resulting in a decrease in non-controlling interest of 0.15%. No share buyback program was in place for the year ended 31 December 2024.

 

25         Non-controlling interests

 

The information on the Group's composition is presented in note 3. The non-controlling interests immaterial to the Group originate from the Brazil - maritime services segment and are presented together as Other. The results of the maritime services segment have been presented as discontinued operations for the current year and the comparative information re-presented as if the operations had been discontinued from the start of the comparative period. Further details are presented in note 5.

 

The information related to non-controlling interests is as follows:

 

At and for the year ended 31 December 2024	Wilson Sons S.A.	Other	Total
Net assets attributable to non-controlling interest	211,281	239	211,520
From discontinued operations
Profit allocated to non-controlling interest	46,721	721	47,442
Other comprehensive income allocated to non-controlling interest	12,330	65	12,395
Dividends to non-controlling interest	37,996	509	38,505

 

At and for the year ended 31 December 2023	Wilson Sons S.A.	Other	Total
Net assets attributable to non-controlling interest	214,218	92	214,310
From discontinued operations
Profit allocated to non-controlling interest	34,899	1,125	36,024
Other comprehensive income allocated to non-controlling interest	3,855	(3)	3,852
Dividends to non-controlling interest	23,704	1,544	25,248

 

 

26         Dividends

 

The dividends declared and paid by the Company to its shareholders were as follows:

 

	2024	2023
85c per share (2023: 70c per share)	30,059	24,754

 

After the reporting date, the dividends proposed by the Board but not recognised as liabilities were as follows:

 

	2024	2023
122c per share (2023: 85c per share)	43,143	30,059

 

 

27         Earnings per share

 

The calculation of the basic and diluted earnings per share is as follows:

 

	2024	2023
Profit for the year attributable to equity holders of the Company
From continuing operations	11,182	21,690
From discontinued operations	60,496	45,358
Weighted average number of ordinary shares	35,363,040	35,363,040
Earnings per share from continuing operations - basic and diluted	31.6c	61.3c
Earnings per share from discontinued operations - basic and diluted	171.1c	128.3c
Earnings per share - basic and diluted	202.7c	189.6c

 

The Company has no dilutive or potentially dilutive ordinary shares.

 

 

28         Capital risk management

 

The Group manages its capital to ensure that entities within it are viable and will be able to continue as a going concern. The Group has two distinctly separate operating segments, maritime services and investments, with no recourse between them, and the capital is managed in a manner that reflects that structure. 

The capital structure of the maritime services segment consists of debt, long term in nature, which includes the borrowings disclosed in notes 5 and 19, the lease liabilities included in notes 5 and 15, working capital and cash and cash equivalents. Borrowings are made to fund capital projects and cash flow from these projects are used to meet repayments. Working capital is funded through cash generated by operating activities.

The capital structure of the investments segment consists of investment portfolio assets disclosed in note 6, working capital and cash and cash equivalents. The investments segment has no borrowings and uses the cash generated from investing activities to fund capital commitments.

The capital structure of the Group consists of the operating segments described above and of equity attributable to equity holders of the Company comprising issued capital, reserves and retained earnings disclosed in the consolidated statement of changes in equity.

There were no significant changes during the year relative to the Group policy relating to capital management. In October 2024, the Board committed to have OWOIL sell its full ownership interest in the maritime services segment, for which details are presented in note 5.

 

 

29         Financial instruments

 

The financial assets and financial liabilities of the maritime services segment have been classified as a disposal group held for sale for the year ended 31 December 2024 and the comparative information has not been re-presented. Further details are presented in note 5.

 

The carrying and fair value of financial instruments are as follows:

 

	2024		2023
	Carrying value	Fair value	Carrying value	Fair value
Financial assets
Cash and cash equivalents	38,847	38,847	69,367	69,367
Investment portfolio	322,636	322,636	309,158	309,158
Trade and other receivables	-	-	78,735	78,735
Financial assets within disposal group held for sale
Cash and cash equivalents	79,516	79,516	-	-
Trade and other receivables	70,174	70,174	-	-
Financial liabilities
Trade and other payables	(633)	(633)	(71,768)	(71,768)
Bank loans	-	-	(324,201)	(323,904)
Financial liabilities within disposal group held for sale
Trade and other payables	(69,869)	(69,869)	-	-
Bank loans	(276,708)	(276,707)	-	-

 

The carrying value of cash and cash equivalents, trade and other receivables, and trade and other payable is a reasonable approximation of their fair value.

The fair value of bank loans was established as their present value determined by future cash flows and interest rates applicable to instruments of similar nature, terms and risks or at market quotations of these securities.

The fair value of the investment portfolio assets are based on quoted market prices at the close of trading at the end of the period if traded in active markets and based on valuation techniques if not traded in active markets. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.

Fair value measurements recognised in the consolidated financial statements are grouped into levels based on the degree to which the fair value is observable.

Financial instruments whose values are based on quoted market prices in active markets are classified as Level 1. These include active listed equities.

Financial instruments that trade in markets that are not considered active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified as Level 2. These include open ended funds, certain private investments that are traded over the counter, and debt instruments.

Financial instruments that have significant unobservable inputs as they trade infrequently and are not quoted in an active market are classified as Level 3. These include investments in limited partnerships and other private equity funds which may be subject to restrictions on redemptions such as lock up periods, redemption gates and side pockets.

The Group considers the valuation techniques and inputs used in valuing these funds as part of its due diligence prior to investing to ensure they are reasonable and appropriate. Therefore, the net asset value ("NAV") of these funds may be used as an input into measuring their fair value. In measuring this fair value, the NAV of the funds is adjusted, if necessary, for other relevant factors known of the fund. In measuring fair value, consideration is also paid to any clearly identifiable transactions in the shares of the fund.

Depending on the nature and level of adjustments needed to the NAV and the level of trading in the fund, the Group classifies these funds as either Level 2 or Level 3. As observable prices are not available for these securities, the Group values these based on an estimate of their fair value. The Group obtains the fair value of their holdings from valuation statements provided by the managers of the invested funds. Where the valuation statement is not stated at the reporting date, the Group adjusts the most recently available valuation for any capital transactions made up to the reporting date. When considering whether the NAV of the underlying managed funds represent fair value, the Investment Manager considers the valuation techniques and inputs used by the managed funds in determining their NAV.

The underlying funds use a blend of methods to determine the value of their own NAV by valuing underlying investments using methodology consistent with the International Private Equity and Venture Capital Valuation Guidelines ('IPEV'). IPEV guidelines generally provides five ways to determine the fair market value of an investment: (i) binding offer on the company, (ii) transaction multiples, (iii) market multiples, (iv) net assets and (v) discounted cash flows. Such valuations are necessarily dependent upon the reasonableness of the valuations by the fund managers of the underlying investments. In the absence of contrary information, these values are relied upon.

The financial instruments recognised in the consolidated statement of financial position, by level of hierarchy, excluding financial instruments for which the carrying amount is a reasonable approximation of fair value, are as follows:

 

	Level 1	Level 2	Level 3	Total
31 December 2024
Investment portfolio	53,879	151,521	117,236	322,636
Bank loans within disposal group held for sale	-	(276,708)	-	(276,708)
31 December 2023
Investment portfolio	34,058	156,829	118,271	309,158
Bank loans	-	(324,201)	-	(324,201)

 

During the year ended 31 December 2024, no financial instruments were transferred between levels.

 

During the year ended 31 December 2023, one open ended fund with a carrying value of US$5.3 million was transferred from Level 3 to Level 2 because alternative pricing sources supported by observable inputs became available.

 

The movement in Level 3 financial instruments for the year is as follows:

	2024	2023
Balance at 1 January	118,271	120,366
Transfers from Level 3 to Level 2	-	(5,266)
Purchases	12,611	8,153
Proceeds on disposal	(1,305)	(8,314)
Realised (losses)/gains	(6,424)	3,943
Unrealised losses	(5,917)	(611)
Balance at 31 December	117,236	118,271

 

During the year ended 31 December 2024, the classification of cash flows related to the investment portfolio have been updated to better represent the effect they have on the Group.

 

For the investment portfolio assets classified as level 3, this reclassification resulted in an increase in purchases of US$0.2 million, an increase in proceeds on disposal of US$11.0 million, a decrease in realised gains of US$6.5 million and a decrease in unrealised gains of US$4.7 million, with no net impact on the investment portfolio assets classified as level 3 for the year ended 31 December 2024. Prior year comparatives have not been adjusted.

 

Investment in limited partnerships and private equity funds require a long-term commitment with no certainty of return. The Group's intention is to hold Level 3 investments to maturity. In the unlikely event that the Group is required to liquidate these investments, the proceeds received may be less than the carrying value due to their illiquid nature.

 

The sensitivity of the Level 3 investments to changes in fair value due to illiquidity and its impact on proceeds received, while all other variables are held constant, is as follows:

	2024	2023
Decrease of 5%	(5,862)	(5,914)
Decrease of 10%	(11,724)	(11,827)
Decrease of 20%	(23,447)	(23,654)

 

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group's credit risk is primarily attributable to its cash and cash equivalents, investments, and trade and other receivables. The amounts presented as trade and other receivables in the consolidated statement of financial position are shown net of allowances for credit loss.

Temporary cash surpluses are invested in time deposits, exchange funds, and fixed income investments, according to regulations approved by management. Credit risk is limited because the counterparties to those investments are regulated institutions or leading financial institutions with high credit ratings.

The level of credit risk associated with the investment portfolio is dependent upon the terms and conditions and the management of each of the investment vehicles. The Investment Manager evaluates the credit risk on trading investments prior to and during the investment period, and the Board reviews all investments at its regular meetings from reports prepared by the Investment Manager.

The Group has no significant concentration of credit risk for trade receivables as they consist of a large number of customers with no single customer representing more than 10% of the total trade receivables.

Allowance for expected credit losses for trade receivables

The Group recognises an allowance for expected credit losses based on an expected credit losses ("ECLs") model and a provision matrix, based on days past due for groupings of various customer segments that have similar loss patterns. The provision matrix is initially based on the Group's historical observed default rates, and will be adjusted, when appropriate, to adjust the historical credit losses experience with forward-looking information.

 

The allowance for expected credit losses is as follows:

 

	Current	1-30 days	31-90 days	91-180 days	More than 180 days	Total
31 December 2024
Expected credit loss rate within disposal group held for sale	0.09%	0.09%	3.79%	14.10%	62.94%
Receivables for services within disposal group held for sale	51,605	8,198	1,608	1,050	707	63,168
Allowance for expected credit losses within disposal group held for sale	(47)	(7)	(61)	(148)	(445)	(708)
31 December 2023
Expected credit loss rate	0.04%	0.04%	2.56%	19.63%	64.73%
Receivables for services	48,593	9,313	6,561	954	1,896	67,317
Allowance for expected credit losses	(17)	(3)	(168)	(187)	(1,248)	(1,623)

 

Foreign currency risk

The Brazil - maritime services segment operates principally in Brazil with a substantial proportion of its revenue, expenses, assets and liabilities denominated in Real, exposing the Group to exchange rate fluctuations. Purchases and sales of goods and services are denominated in Real and US Dollars. These transactions are subject to currency fluctuations between the time that the price of goods or services are settled and the actual payment date. For investing and financing cash flows, the resources and their application are monitored with the objective of matching the currency cash flows and due dates. For operating cash flows, the Group seeks to neutralise the currency risk by matching assets (receivables) and liabilities (payments).

Furthermore, the Group has contracted US Dollar denominated and Real denominated debt within the maritime services segment, and the related cash and cash equivalents balances are also US Dollar denominated and Real denominated. The Group seeks to generate an operating cash surplus in the same currency in which the debt service of each business is denominated.

The Bermuda - investments segment operates internationally and holds monetary assets denominated in currencies other than the US Dollar, the functional currency. Foreign currency risk arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.

The Group's policy is not to manage its exposure to foreign exchange movements in the investment portfolio by entering into any foreign exchange hedging transactions. Instead, when the Investment Manager formulates a view on the future direction of foreign exchange rates and the potential impact on the investment portfolio, the Investment Manager factors that into its portfolio allocation decisions.

The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities or foreign currency denominated monetary assets and monetary liabilities classified within a disposal group held for sale at the reporting date are as follows (presented in US Dollar):

 

	Assets		Liabilities
	2024	2023	2024	2023
Real	182,541	205,428	(395,239)	(461,336)
Sterling	11,539	13,575	(20)	(20)
Swiss Franc	-	1,983	-	-
Euro	20,140	15,747	-	-
Yen	5,059	4,948	-	-
Total foreign currency denominated monetary items	219,279	241,681	(395,259)	(461,356)

 

The Group is primarily exposed to unfavourable movements in the Real on its Brazilian monetary assets and liabilities held by US Dollar functional currency entities. The sensitivity analysis below refers to the position at the end of the reporting period and estimates the impacts of a Real devaluation against the US Dollar, considering three scenarios: a likely scenario (probable), a 25% devaluation scenario (possible) and a 50% devaluation scenario (remote). The Group uses the Brazilian Central Bank's "Focus" report to determine the probable scenario.

 

	Currency	Amount (US$)	Probable scenario	Possible scenario (25%)	Remote scenario (50%)
31 December 2024
Projected exchange rate			6.00	7.50	9.00
Total assets	BRL	182,541	5,850	(31,827)	(56,947)
Total liabilities	BRL	(395,239)	(12,667)	68,914	123,301
Net impact			(6,817)	37,087	66,354
31 December 2023
Projected exchange rate			4.95	6.19	7.43
Total assets	BRL	205,428	(4,511)	(44,694)	(71,483)
Total liabilities	BRL	(461,336)	10,131	100,372	160,532
Net impact			5,620	55,678	89,049

 

The US Dollar/Brazilian Real exchange rate was 6.19 at 31 December 2024 (2023: 4.84).

 

Market price risk

By the nature of its activities, the Bermuda - investments segment's investments are exposed to market price fluctuations. However, the portfolio as a whole does not correlate directly to any Stock Exchange Index as it is invested in a diversified range of markets. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and consideration is given to hedging the portfolio against large market movements.

The sensitivity of the investment portfolio to changes in market prices and the impact on its fair value and returns at the end of the financial year, while all other variables are held constant, is as follows:

 

	2024	2023
Decrease of 5%	(16,132)	(15,458)
Decrease of 10%	(32,264)	(30,916)
Decrease of 20%	(64,527)	(61,832)

 

Interest rate risk

Entities within the maritime services segment borrow funds at both fixed and floating interest rates. The Group is primarily exposed to unfavourable movements in the interest rate impacting its floating interest rate borrowings, which are partially being offset by the impact on its floating interest rates investments.

The sensitivity analysis below refers to the position at the end of the reporting period and estimates the impacts of unfavourable movement in the interest rates, considering three scenarios: a likely scenario (probable), a 25% increase in interest rates over the likely scenario (possible) and a 50% increase in interest rates over the likely scenario (remote). The net impact was obtained by assuming a 12-month period starting at the beginning of the period in which interest rates vary and all other variables are held constant. The Group uses the Brazilian Central Bank's "Focus" report to determine the probable scenario.

	Risk	Amount (US$)	Probable scenario	Possible scenario (25%)	Remote scenario (50%)
31 December 2024
Borrowing	Brazilian Interbank Interest Rate	(16,779)	(107)	(247)	(382)
Borrowing	Brazilian Long-Term Interest Rate	(275)	-	(3)	(6)
Borrowing	Brazilian National Consumer Prices	(43,006)	-	(453)	(902)
Borrowing	N/A (fixed interest rates)	(216,648)	-	-	-
Investments	Brazilian Interbank Interest Rate	43,423	1,466	2,948	4,429
Net impact			1,359	2,245	3,139
31 December 2023
Borrowing	Brazilian Interbank Interest Rate	(38,361)	452	(265)	(967)
Borrowing	Brazilian Long-Term Interest Rate	(481)	-	(5)	(9)
Borrowing	Brazilian National Consumer Prices	(58,893)	-	(663)	(1,319)
Borrowing	N/A (fixed interest rates)	(226,466)	-	-	-
Investments	Brazilian Interbank Interest Rate	29,649	(765)	(183)	398
Net impact			(313)	(1,116)	(1,897)

 

Concentration risk

By the nature of its activities, the Bermuda - investments segment's investments are exposed to concentration of credit risk and market risk based on geographic exposure and sector exposure. The Investment Manager and the Board monitor the portfolio composition on a regular basis to ensure it remains invested in a diversified range of markets to limit the concentration of exposure by geography and by sector.

At 31 December 2024, the Group has identified concentration risk for the investment portfolio due to its geographic exposure of US$178.1 million or 55.2% in North America (2023: US$157.7 million or 51.0) and its sector exposure of US$82.0 million or 25.4% in information technology (2023: US$73.7 million or 23.8%). These exposures are based on the immediate investment into investment vehicles and may be further affected by specific allocation of assets within those vehicles.

 

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in fulfilling obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The Group's approach in managing liquidity is to ensure that the Group always has sufficient liquidity to fulfil its obligations that expire and to meet the expected operational expenses, under normal and stressed conditions, to avoid damage to the reputation of the Group. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group expects to meet its other obligations from operating cash flows and proceeds of maturing financial assets.

The following table details the Group's remaining contractual maturity for its financial liabilities and financial liabilities within a disposal group held for sale, showing their undiscounted cash flows based on the earliest date on which the Group can be required to pay, including both interest and principal payments.

 

	Weighted average effective interest rate%	Less than 12 months	1-5 years	5+ years	Total
31 December 2024
Trade payables and accruals	0.00%	(29,927)	-	-	(29,927)
Variable interest rate instruments	10.04%	(24,986)	(24,485)	(19,019)	(68,490)
Fixed interest rate instruments	2.95%	(39,699)	(104,520)	(81,278)	(225,497)
Lease liability	13.39%	(46,703)	(151,445)	(591,550)	(789,698)
Total contractual cash outflows		(141,315)	(280,450)	(691,847)	(1,113,612)
31 December 2023
Trade payables and accruals	0.00%	(44,179)	-	-	(44,179)
Variable interest rate instruments	11.06%	(26,595)	(50,002)	(33,384)	(109,981)
Fixed interest rate instruments	2.95%	(48,629)	(124,663)	(94,574)	(267,866)
Lease liability	13.07%	(30,196)	(95,752)	(382,424)	(508,372)
Total contractual cash outflows		(149,599)	(270,417)	(510,382)	(930,398)

 

Limitations of sensitivity analysis

The sensitivity information included in this note demonstrates the estimated impact of a change in a major input assumption while other assumptions remain unchanged. There are normally significant levels of correlation between the assumptions and other factors.

 

 

ENQUIRIES

 

Company Contact

Leslie Rans, CPA

1 (441) 295 1309                                                     

 

Media

David Haggie

Haggie Partners LLP

020 7562 4444

 

Brokers

Peel Hunt

Edward Allsopp/Charles Batten

020 7418 8900